Plastic Omnium // 2022 Notice of Meeting

EXPLANATORY STATEMENT AND DRAFT RESOLUTIONS SUBMITTED TO THE COMBINED GENERAL MEETING OF APRIL 21, 2022

decides that, in accordance with Article L. 22-10-52 of the French 7. Commercial Code: the issue price of shares shall be at least equal to the minimum ● authorized price as defined by law in force at the time this delegation is used, the issue price of the investment securities giving access to the ● capital shall be such that the sum received immediately by the Company, plus, where applicable, the amount likely to be received subsequently by the Company for each share issued as a result of the issuance of these securities, shall be at least equal to the subscription price minimum defined in the preceding paragraph, the conversion, redemption and more generally the ● transformation into shares of each investment security giving access to the capital shall take into account the nominal value of said securities which shall be such as to ensure that the amount of shares issued would enable the Company to receive a per-share value at least equal to the minimum subscription price as defined for the issue of shares in the same resolution; confers all powers to the Board of Directors, including that of 8. sub-delegation under the conditions fixed by law, to implement this delegation of authority and, in particular to determine the conditions concerning the issue, its subscription and settlement, to report the completion of any resulting capital increases carried out and to amend the bylaws accordingly, and to: set, if necessary, the conditions applied to exercising the rights ● attached to ordinary shares or investment securities giving access to the share capital, or debt securities to be issued and determine the terms for the exercise of rights (rights to conversion, exchange or redemption as the case may be, including delivery of Company assets such as securities already issued by the Company), decide, in the event of an issue of debt securities, including ● investment securities giving entitlement to the allocation of debt securities referred to in Article L. 228-91 of the French Commercial Code, whether these be subordinated or not (and, where relevant, their level of subordination in accordance with the provisions of Article L. 228-97 of the French Commercial Code) and determine their interest rate (fixed or variable rate of interest, zero coupon or indexed as the case maybe), their term and the conditions under which such securities could give access to the capital of the Company or companies in which it directly or indirectly owns more than half of the capital, on the Board’s sole initiative, charge all capital increase costs to ● the corresponding issuance premiums, and deduct from these premiums the sums necessary to raise the legal reserve to one-tenth of the new capital after each capital increase, set and make all adjustments destined to take account of the ● impact of transactions involving the capital of the Company, in particular in the event of a change in the par value of the share, an increase in the share capital by incorporation of reserves, the allocation of free shares, a stock split or a reverse stock split, the distribution of reserves or of any other assets, the redemption of capital or any other transaction affecting shareholders’ equity, and to set the terms under which all rights of holders of securities giving access to share capital will be preserved and modify the bylaws accordingly, and, in general, enter into any agreement, in particular, to ● successfully complete the proposed issues of shares or securities, take all measures and decisions and carry out all formalities appropriate for the issue, listing and financial servicing of the shares or securities issued pursuant to this delegation of authority and the exercise of the rights attached thereto or resulting from the increases in share capital carried out.

securities giving access to equity securities to be issued by the Company, for which the subscription may be effected by offset against liquid and payable receivables; public offerings made pursuant to this resolution, may be associated, in the context of one issue or several issues carried out simultaneously, with the offerings mentioned in 1° of Article L. 411-2 of the French Monetary and Financial Code and decided in accordance with the twenty-sixth resolution submitted to this General Meeting of Shareholders; sets the limits of issue amounts authorized in the event that the 2. Board of Directors uses this delegation of authority, as follows: the total amount of capital increases that may be realized, ● immediately or in the future, pursuant to this delegation is limited to a nominal amount of six million euros (i.e., based on the current nominal value of the Company’s shares of €0.06, 100 million shares) or the equivalent value of this amount on the date the issue is decided upon in the event of an issue in another currency or in an account unit established on the basis of a series of currencies, it being specified that this amount would be included in the nominal amount of the capital increases that could be carried out pursuant to the twenty-fourth and twenty-sixth to twenty-ninth resolutions, subject to their adoption by the General Meeting, to this ceiling shall be added, if necessary, the nominal amount of ● additional shares that may be issued in the event of any new financial transactions, in order to preserve, as required by law, any contractual stipulations providing for other adjustments in order to protect the rights of holders of stock options and/or investment securities giving access to the share capital, the total amount of debt securities of the Company that could ● result from this delegation will be limited to a nominal amount of two billion euros or the equivalent of this amount on the date the issue is decided upon for the foreign currency equivalent, it being specified that this amount would be included in the nominal amount of the debt securities that could be issued pursuant to the twenty-fourth and twenty-sixth to twenty-ninth resolutions of this General Meeting, subject to their adoption by the General Meeting; sets the period of validity of this delegation at twenty-six months 3. from the date of this General Meeting and notes that this delegation supersedes as of this date any previous delegation with the same purpose; decides to waive shareholders’ preferential subscription rights to 4. the securities covered by this resolution, while allowing the Board of Directors’, under the terms of Article L. 22-10-51, paragraph 5 of the French Commercial Code, to use the option to grant to the shareholders, for a certain period of time and on terms to be determined by the Board of Directors in compliance with the applicable law and regulations and, for some or all of the issue carried out, a priority subscription period which does not constitute a negotiable right. It must be exercised in proportion to the quantity of shares owned by each shareholder and may be supplemented by a reducible subscription right; decides that, if irreducible and, where applicable, reducible 5. subscriptions do not absorb the entire issue of shares or securities as defined above, the Board of Directors limit the amount of the operation to the amount of subscriptions received; notes that, when necessary, this delegation of authority 6. automatically waives in favor of holders of investment securities giving future access to Company shares that may be issued pursuant to this resolution, the shareholders preferential subscription rights related to shares to which these securities would give entitlement;

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PLASTIC OMNIUM Notice of meeting 2022